Exhibit 4.2
FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT (this "First Amendment"),
is made the 13th day of January, 2006, by and between Biophan Technologies,
Inc., a corporation organized under the laws of the State of Nevada, with its
principal offices at 150 Xxxxxx Xxxxxx Drive, Suite 215, Xxxx Xxxxxxxxx, New
York 14586 (the "Borrower"), and Biomed Solutions, LLC, a limited liability
company organized under the laws of the State of New York, with its principal
offices at 000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxx, Xxx Xxxx 00000
(the "Lender").
RECITALS:
WHEREAS, Borrower executed a certain Line of Credit Agreement (the
"Agreement"), dated May 27, 2005; and
WHEREAS, Borrower and Lender desire to amend the Agreement as hereinafter
provided;
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, Borrower and Lender hereby agree as follows:
1. Section 1 of the Agreement is deleted in its entirety and replaced with
the following:
"1. COMMITMENT. The Lender agrees to make loans to the Borrower at
any time during this Agreement and prior to the Termination Date, in an
aggregate principal amount up to but not exceeding the sum of $2,000,000
at any one time outstanding (the "Commitment"). Advances (the "Advances")
shall be requested and made in accordance with the terms of Section 10(a)
hereof. During this period, the Borrower may use the Commitment by
borrowing, paying, renewing or prepaying the outstanding balance as
reflected by this Agreement, in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof. The Commitment shall
extend through August 31, 2006, which date shall be the Termination Date.
During the term of the Commitment, Borrower's obligations shall be
represented by the Lender's Convertible Promissory Note in the form
attached hereto as Exhibit A (the "Note")."
2. From and after the date of this First Amendment, all references to
the Agreement shall mean the Agreement, as amended hereby.
3. This First Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, including
matters of construction, validity and performance, without giving
effect to principles of conflicts of law.
4. Except as amended hereby, the Agreement remains unmodified and in
full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as
of the date first above written.
BORROWER:
BIOPHAN TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
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Title: Chairman of the Board
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LENDER:
BIOMED SOLUTIONS, LLC
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Title: CEO
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